Obligation Kepple Corp 2.9% ( SGXF23112406 ) en SGD

Kepple Corp

100 % ⇌

Singapour

SGXF23112406 ( en SGD )

2.9% par an ( paiement annuel )

Perpétuelle

Prospectus brochure de l'obligation Keppel Corp SGXF23112406 en SGD 2.9%, échéance Perpétuelle

250 000 SGD

400 000 000 SGD

16/09/2026 ( Dans 165 jours )

Keppel Corporation est une société multinationale de Singapour active dans les infrastructures, l'immobilier, les services maritimes et l'environnement.

L'Obligation émise par Kepple Corp ( Singapour ) , en SGD, avec le code ISIN SGXF23112406, paye un coupon de 2.9% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le Perpétuelle

IMPORTANT NOTICE
NOT FOR DISTRIBUTION TO ANY PERSON OR ADDRESS IN THE UNITED STATES OR TO U.S. PERSONS (AS
DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "U.S. SECURITIES
ACT")). THIS OFFERING IS AVAILABLE ONLY TO INVESTORS WHO ARE ADDRESSEES OUTSIDE OF THE UNITED
STATES.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached
preliminary offering circular (the "Offering Circular"). You are advised to read this disclaimer carefully before accessing, reading
or making any other use of the Offering Circular. In accessing the Offering Circular, you agree to be bound by the following terms
and conditions, including any modifications to them from time to time, each time you receive any information from us as a result
of such access.
Confirmation of Your Representation: The attached Offering Circular is being sent to you at your request and by accepting the
e-mail and accessing the attached Offering Circular, you shall be deemed to represent to Keppel Corporation Limited as issuer (the
"Issuer"), DBS Bank Ltd., Oversea-Chinese Banking Corporation Limited and United Overseas Bank Limited as joint bookrunners
and lead managers (the "Joint Bookrunners and Lead Managers") that (1) you are not a U.S. person nor are you acting on behalf
of a U.S. person, the e-mail address that you gave us and to which this e-mail has been delivered is not, and you are not located in
the United States, its territories or possessions and to the extent you purchase securities defined herein you will be doing so pursuant
to Regulation S under the Securities Act, and (2) you consent to delivery of the attached Offering Circular and any amendments or
supplements thereto by electronic transmission.
The attached Offering Circular is in preliminary form and has been made available to you in electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of transmission and consequently none of the
Issuer, the Joint Bookrunners and Lead Managers or their respective affiliates, directors, officers, employees, representatives, agents
or any person who controls the Issuer, the Joint Bookrunners and Lead Managers or their respective affiliates accepts any liability
or responsibility whatsoever in respect of any discrepancies between the document distributed to you in electronic format and the
hard copy version.
Restrictions: The attached Offering Circular is being furnished in connection with an offering of securities pursuant to Regulation
S under the Securities Act solely for the purpose of enabling a prospective investor to consider the purchase of the securities
described herein. You are reminded that the information in the attached Offering Circular is not complete and may be changed.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN THE
UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES (THE
"SECURITIES") (AS DESCRIBED IN THE OFFERING CIRCULAR) HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, RESOLD, TRANSFERRED OR
DELIVERED, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES, EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE OR LOCAL SECURITIES LAWS.
Nothing in this electronic transmission constitutes an offer to sell or a solicitation by or on behalf of any of the Issuer or the Joint
Bookrunners and Lead Managers of an offer to subscribe for or purchase any of the securities described therein in any jurisdiction
where it is unlawful to do so, and access has been limited so that it shall not constitute in the United States "directed selling efforts"
(within the meaning of Regulation S under the Securities Act). If a jurisdiction requires that the offering be made by a licensed broker
or dealer and any Bookrunner and Lead Manager or any of its affiliates is a licensed broker or dealer in that jurisdiction, the offering
shall be deemed to be made by such Joint Bookrunner and Lead Manager or such affiliates on behalf of the Issuer in such jurisdiction.
You are reminded that you have accessed the attached Offering Circular on the basis that you are a person into whose possession
the attached Offering Circular may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located
and you may not nor are you authorised to deliver the attached document, electronically or otherwise, to any other person. If you
have gained access to this transmission contrary to the foregoing restrictions, you are not allowed to purchase any of the Securities.
Actions that You May Not Take: If you receive the attached Offering Circular by e-mail, you should not reply by e-mail to this
e-mail, and you may not purchase any Securities by doing so. Any reply e-mail communications, including those you generate by
using the "Reply" function on your e-mail software, will be ignored or rejected
THE ATTACHED OFFERING CIRCULAR MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON
AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER AND IN PARTICULAR, MAY NOT BE
FORWARDED TO ANY U.S. ADDRESS. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE
ATTACHED DOCUMENT IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION CONTRARY TO ANY OF THE FOREGOING
RESTRICTIONS, YOU ARE NOT AUTHORISED AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES
DESCRIBED HEREIN.
You are responsible for protecting against viruses and other destructive items. If you receive the attached document by e-mail, your
use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other
items of a destructive nature.

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PRELIMINARY OFFERING CIRCULAR DATED 7 SEPTEMBER 2021 STRICTLY CONFIDENTIAL
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SUBJECT TO COMPLETION
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KEPPEL CORPORATION LIMITED
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(Incorporated in Singapore with limited liability)
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S$[] [] per cent. Subordinated Perpetual Securities
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Issue Price: []%
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The S$[
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price of the Securities shall be []% of the aggregate principal amount of the Securities and the denomination of each Security shall be S$250,000 and
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integral multiples thereof. The Securities will constitute direct, unsecured and subordinated obligations of the Issuer which will rank pari passu and
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without any preference among themselves and with any Parity Securities (as defined in the Terms and Conditions (as defined below)) of the Issuer.
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Subject to Condition 4.3 of the terms and conditions of the Securities (the "Terms and Conditions"), the Securities will confer a right to receive
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distribution (each a "Distribution") from [] (the "Issue Date") at the Distribution Rate (as defined in the Terms and Conditions), and Distribution
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shall be payable on the Securities semi-annually in arrear on [] and [] of each year (each, a "Distribution Payment Date"), with the first Distribution
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Payment Date falling on [
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The Issuer may, at its sole discretion, elect to defer Distribution which is otherwise scheduled to be paid on a Distribution Payment Date to the next
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Distribution Payment Date by giving notice to the holders of the Securities (the "Securityholders") not more than 15 nor less than five Business Days
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(as defined in the Terms and Conditions) prior to a scheduled Distribution Payment Date unless a Compulsory Distribution Payment Event has occurred.
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Any Distribution so deferred shall constitute "Arrears of Distribution". Each amount of Arrears of Distribution shall bear Distribution as if it
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constituted the principal of the Securities at the Distribution Rate and the amount of such Distribution payable thereon shall be calculated by applying
the Distribution Rate to the amount of the Arrears of Distribution as described in the Terms and Conditions. The Issuer may further defer any Arrears
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of Distribution by complying with the foregoing notice requirement and is not subject to any limit as to the number of times Distributions and Arrears
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of Distribution can or shall be deferred. See "Terms and Conditions of the Securities Distribution Distribution Deferral".
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The Securities will be perpetual securities and will have no fixed redemption date. The Issuer may at its option redeem in whole but not in part, the
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Securities at their principal amount (together with Distribution accrued to but excluding the date fixed for redemption (including any Arrears of
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Distribution and any Additional Distribution Amount) (i) if (a) the Issuer receives a ruling from the Comptroller of Income Tax in Singapore (or other
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relevant authority) which confirms that the Securities will not be regarded as "debt securities" for the purposes of Section 43N(4) of the Income Tax
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Act, Chapter 134 of Singapore (the "ITA") and Regulation 2 of the Income Tax (Qualifying Debt Securities) Regulations or the Distributions (including
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any Arrears of Distribution and any Additional Distribution Amount) will not be regarded as interest payable by the Issuer for the purposes of the
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withholding tax exemption on interest for "qualifying debt securities" under the ITA or (b) the Issuer satisfies the Trustee (as defined in the Terms and
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Conditions) immediately prior to the giving of such notice that it has or will become obliged to pay Additional Tax Amounts (as defined in the Terms
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and Conditions) as provided or referred to in Condition 7 of the Terms and Conditions as a result of any change in, or amendment to, the laws,
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regulations, rulings or other administrative pronouncements promulgated thereunder of Singapore or any political subdivision or any authority thereof
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or therein having power to tax, or any change in the general application or official interpretation of such laws, regulations, rulings or other
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administrative pronouncements promulgated thereunder, which change or amendment becomes effective on or after [
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] and such obligation cannot be
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avoided by the Issuer taking commercially reasonable measures available to it; (ii) if the Securities must not or must no longer be recorded as "equity"
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of the Issuer as a result of any changes or amendments to the International Financial Reporting Standards ("IFRS") as issued by the International
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Accounting Standards Board and Singapore Financial Reporting Standards (International) (collectively referred to as "SFRS(I)s") or any other
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accounting standards that may replace SFRS(I)s for the purposes of the consolidated financial statements of the Issuer; (iii) if (a) the Issuer satisfies
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the Trustee immediately prior to the giving of notice to the Securityholders that, as a result of any of the matters referred to in Condition 5.4 of the
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Terms and Conditions, Distributions (including any Arrears of Distribution and any Additional Distribution Amount) by the Issuer would no longer,
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or within 90 days of the opinion referred to in Condition 5.4 of the Terms and Conditions would not be deductible by the Issuer for Singapore income
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tax purposes or (b) the Issuer receives a ruling from the Comptroller of Income Tax in Singapore (or other relevant authority) which confirms that the
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Distributions (including any Arrears of Distribution and any Additional Distribution Amount) will not or will no longer be regarded as sums "payable
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by way of interest upon any money borrowed" for the purpose of Section 14(1)(a) of the ITA; or (iv) (a) on or at any time after [] 2024 (the "First
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Call Date") and any Distribution Payment Date after the First Call Date. See "Terms and Conditions of the Securities Redemption, Purchase and
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Cancellation".
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The Securities will not be rated.
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Application will be made to the Singapore Exchange Securities Trading Limited (the "SGX-ST") for the listing of and quotation for the Securities on
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the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made or opinions expressed or
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reports contained herein. Admission to the Official List of the SGX-ST for the listing and quotation of the Securities on the SGX-ST is not to be taken
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as an indication of the merits of the Issuer or any other subsidiary or associated company of the Issuer or the Securities. The Securities will be traded
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on the SGX-ST in a minimum board lot size of S$200,000 (or its equivalent in foreign currencies) for so long as any of the Securities remains listed
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on the SGX-ST and the rules of the SGX-ST so require.
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Investing in the Securities involves certain risks. See "Risk Factors" beginning on page 7 for a discussion of certain factors to be considered in
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connection with an investment in the Securities.
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This Offering Circular has not been registered as a prospectus with the Monetary Authority of Singapore (the "MAS"). Accordingly, this
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Offering Circular and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the
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Securities may not be circulated or distributed, nor may the Securities be offered or sold, or be made the subject of an invitation for subscription
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or purchase, whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor (as defined in Section 4A of the
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Securities and Futures Act, Chapter 289 (the "SFA")); (2) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section
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275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the
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SFA and (where applicable) Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018; or (3) otherwise pursuant to,
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and in accordance with, the conditions of any other applicable provision of the SFA. Any reference to the SFA is a reference to the Securities
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and Futures Act, Chapter 289 of Singapore and a reference to any term as defined in the SFA or any provision in the SFA is a reference to that
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term or provision as modified or amended from time to time including by such of its subsidiary legislation as may be applicable at the relevant
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time.
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The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") and, subject
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to certain exceptions, may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation
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S under the Securities Act ("Regulation S"). The Securities may only be offered outside the United States in reliance on Regulation S. For a description
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of these and certain further restrictions on offers and sales of the Securities and the distribution of this Offering Circular, see "Subscription and Sale".
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The Securities will be initially represented by a global certificate (the "Global Certificate") registered in the name of and deposited with, The Central
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Depository (Pte) Limited (the "Depository"). Beneficial interests in the Global Certificate will be shown on, and transfers thereof will be effected only
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through, records maintained by the Depository. Except as described in the Global Certificate, certificates for the Securities will not be issued in
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exchange for interests in the Global Certificate.
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Joint Bookrunners and Lead Managers
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DBS Bank Ltd.
Oversea-Chinese Banking Corporation Limited
United Overseas Bank Limited
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The date of this Offering Circular is [
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IMPORTANT NOTICE
GENERAL
About this document
This document (this "Offering Circular") is issued by the Issuer. Any offering of the Issuer's Securities
is made under this Offering Circular.
The Issuer has confirmed to the Joint Bookrunners and Lead Managers that all the information in this
Offering Circular is true and accurate in all material respects, the opinions, expectations and intentions
expressed in this Offering Circular are carefully considered, are based on all relevant considerations and
facts existing at the date of its issue and are fairly, reasonably and honestly held by the Issuer; there are
no other facts the omission of which in the said context would make any such information or expressions
of opinion or expectation misleading in any material respect and the Issuer has made and will make all
reasonable enquiries to ascertain all material facts for the purpose aforesaid and to verify all facts and
information herein are true and accurate in all material respects; and this Offering Circular (or any
amendment or supplement thereto) complies with all applicable laws and regulations. The Issuer accepts
responsibility for the information contained in this Offering Circular. This Offering Circular should be
read in its entirety. It contains general information only and does not take into account the specific
objectives, financial situation or needs of any investor. In the case of any doubt, investors should seek the
advice of a financial or other independent and qualified professional adviser.
None of the Issuer, any member of the Issuer and the Issuer's subsidiaries as a whole (collectively, the
"Group"), any of the Joint Bookrunners and Lead Managers, The Bank of New York Mellon, Singapore
Branch (the "Trustee") or the Agents (as defined in the Terms and Conditions) or any of their respective
affiliates, advisers, agents, representatives, employees, officers, associates or directors or any person who
controls any of them guarantees the success of the offering of the Securities (the "Offer" or the
"Offering"), or any particular rate of capital or income return on the Securities. Investment-type products
are subject to investment risk, including possible loss of income and capital invested.
None of the Issuer, the Joint Bookrunners and Lead Managers, the Trustee or the Agents or any of their
respective affiliates, advisers, agents, representatives, employees, officers, associates or directors or any
person who controls any of them is providing investors with any legal, business or tax advice in this
Offering Circular. Investors should consult their own advisers to assist them in making their investment
decision and to advise themselves whether they are legally permitted to purchase the Securities. Investors
must comply with all laws that apply to them in any place in which they buy, offer or sell any Securities
or possess this Offering Circular. Investors must also obtain any consents or approvals that they need in
order to purchase the Securities. None of the Issuer, the Joint Bookrunners and Lead Managers, the Trustee
or the Agents or any of their respective affiliates, advisers, agents, representatives, employees, officers,
associates or directors or any person who controls any of them is responsible for the investors' compliance
with any such legal requirements. The Issuer has not authorised the making or provision of any
representation or information regarding the Issuer or the Securities other than as contained in this Offering
Circular or as approved for such purpose by the Issuer. Any such representation or information should not
be relied upon as having been authorised by the Issuer, the Joint Bookrunners and Lead Managers, the
Trustee or the Agents or any of their respective affiliates, advisers, agents, representatives, employees,
officers, associates or directors or any person who controls any of them.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Security shall in any
circumstance create any implication that there has been no adverse change, or any event reasonably likely
to involve any adverse change, in the condition (financial or otherwise) of the Issuer or the Group since
the date of this Offering Circular.
Any offer, invitation or agreement made in connection with the purchase or acquisition of the Securities
or pursuant to this Offering Circular shall (without liability or responsibility on the part of the Issuer, the
i

Joint Bookrunners and Lead Managers, the Trustee or the Agents or any of their respective affiliates,
advisers, agents, representatives, employees, officers, associates or directors or any person who controls
any of them) lapse and cease to have any effect if (for any reason whatsoever) the Securities are not issued
by the Issuer to the Joint Bookrunners and Lead Managers.
Furthermore, no comment is made or advice is given by any of the Joint Bookrunners and Lead Managers,
the Trustee, the Agents or the Issuer or any of their respective affiliates, advisers, agents, representatives,
employees, officers, associates or directors or any person who controls any of them in respect of taxation
matters relating to any Securities or the legality of the purchase of Securities by an investor under
applicable or similar laws. The Joint Bookrunners and Lead Managers, the Trustee and the Agents and each
of their respective affiliates, advisers, agents, representatives, employees, officers, associates and directors
and each person who controls any of them do not undertake to review the financial condition or affairs of
the Issuer during the life of the arrangements contemplated by this Offering Circular nor to advise any
investor or potential investor in the Securities of any information coming to the attention of the Joint
Bookrunners and Lead Managers, the Trustee or any Agent or any of their respective affiliates, advisers,
agents, representatives, employees, officers, associates or directors or any person who controls any of
them.
No representations or recommendations
No person has been authorised to give any information or to make any representation other than those
contained in this Offering Circular in connection with the Offering and, if given or made, such information
or representations must not be relied upon as having been authorised by the Issuer, the Joint Bookrunners
and Lead Managers, the Trustee or any Agent or any of their respective affiliates, advisers, agents,
representatives, employees, officers, associates or directors or any person who controls any of them. None
of the Joint Bookrunners and Lead Managers, the Trustee or the Agents or any of their respective affiliates,
advisers, agents, representatives, employees, officers, associates or directors or any person who controls
any of them has separately verified the information contained in or incorporated in this Offering Circular.
Accordingly, no representation, warranty or undertaking, whether express or implied, is made, and no
responsibility or liability is accepted, by the Joint Bookrunners and Lead Managers, the Trustee or any
Agent or any of their respective affiliates, advisers, agents, representatives, employees, officers, associates
or directors or any person who controls any of them as to the accuracy or completeness of the information
(including the financial information) contained or incorporated in this Offering Circular or any other
information (including the financial information) provided by the Issuer or in connection with the
Securities or their distribution. Nothing contained or incorporated in this Offering Circular is, or shall be
relied upon as, a promise or representation by the Joint Bookrunners and Lead Managers, the Trustee or
any Agent or any of their respective affiliates, advisers, agents, representatives, employees, officers,
associates or directors or any person who controls any of them.
This Offering Circular is not intended to provide the basis of any credit or other evaluation and nor should
it be considered as a recommendation by the Issuer, the Joint Bookrunners and Lead Managers, the Trustee
or the Agents or any of their respective affiliates, advisers, agents, representatives, employees, officers,
associates or directors or any person who controls any of them that any recipient of this Offering Circular
should purchase the Securities. Each potential purchaser of Securities should determine for itself the
relevance of the information contained in this Offering Circular and its purchase of Securities should be
based upon such investigations as it deems necessary.
Restrictions in certain jurisdictions
This Offering Circular does not constitute an offer or invitation in any place in which, or to any person
to whom, it would not be lawful to make such an offer or invitation.
Any purchase or acquisition of the Securities is in all respects conditional on the satisfaction of certain
conditions set out in the Subscription Agreement (as defined herein) and the issue of the Securities by the
Issuer to the Joint Bookrunners and Lead Managers pursuant to the Subscription Agreement.
ii

The distribution of this Offering Circular and the offering, sale and delivery of Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required to inform themselves about and to observe any such restrictions. For a description of certain
restrictions on offers, sales and deliveries of Securities and on distribution of this Offering Circular and
other offering material relating to the Securities, see "Subscription and Sale".
The Securities have not been, and will not be, registered under the Securities Act, subject to certain
exceptions, and may not be offered or sold within the United States. The Securities are being offered and
sold solely outside the United States pursuant to Regulation S.
Neither the delivery of this Offering Circular nor any sale made hereunder shall, under any circumstances,
constitute an offer of, or an invitation by, or on behalf of, the Issuer, the Joint Bookrunners and Lead
Managers, the Trustee or any Agent or any of their respective affiliates, advisers, agents, representatives,
employees, officers, associates or directors or any person who controls any of them to subscribe for, or
purchase, any of the Securities.
Prohibition of Sales to EEA Retail Investors
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area (the
"EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of directive (EU)
2016/97 (the "IDD"), where that customer would not qualify as a professional client as defined in point
(10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling
the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.
Prohibition of Sales to UK Retail Investors
The Securities are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For
these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act
2000 (the "FSMA") and any rules or regulations made under the FSMA to implement IDD, where that
customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key
information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to retail investors in the UK has been prepared and therefore offering or selling the Securities
or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.
Notification under Section 309B of the SFA
The Securities are prescribed capital markets products (as defined in the Securities and Futures (Capital
Markets Products) Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
iii

Listing of the Securities on the SGX-ST
An application will be made to the SGX-ST for permission to deal in and quotation for the Securities on
the Official List of the SGX-ST. Such permission will be granted when the Securities have been admitted
to the Official List of the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of
the statements made or opinions expressed or reports contained in this Offering Circular. There is no
assurance that the application to the SGX-ST for the listing of the Securities will be approved. Admission
of the Securities to the Official List of the SGX-ST and quotation of the Securities on the SGX-ST is not
to be taken as an indication of the merits of the Issuer, the Issuer's subsidiaries, the Issuer's associated
companies (if any) or the Securities.
Global Certificate
The Securities will be in registered form. The Securities will be represented on issue by a Global
Certificate. On or around the Closing Date, the Global Certificate will be registered in the name of, and
deposited with, the Depository. The Global Certificate will be exchangeable, in whole or in part, for
individual definitive Securities in registered form, serially numbered, in denominations of S$250,000 and
integral multiples thereof (but only in the limited circumstances described in the Global Certificate).
Risk Factors
Prospective purchasers of the Securities should carefully consider the risks and uncertainties described in
this Offering Circular before making a decision to invest in the Securities. An investment in the Securities
should be considered speculative due to various factors, including the nature of the Group's business and
operations and the business outlook for the industry in which the Group operates. See "Cautionary
Statement Regarding Forward-Looking Statements" and "Risk Factors" in this Offering Circular.
Definitions
In this Offering Circular, unless otherwise defined herein or the context requires otherwise, all references
to:
·
"1H 2020" refers to the consolidated interim financial statements of the Group for the half year
ended 30 June 2020;
·
"1H 2021" refers to the consolidated interim financial statements of the Group for the half year
ended 30 June 2021;
·
"AAMTF IV" refers to Alpha Asia Macro Trends Fund IV;
·
"ABS" refers to the Association of Banks in Singapore;
·
"Alternative Clearing System" refers to any other clearing system selected by the Issuer and
approved in writing by the Trustee, the Principal Agent and the Registrar through which the
Securities are held;
·
"Arrears of Distribution" refers to any Distribution deferred pursuant to Condition 4.3 of the Terms
and Conditions;
·
"AUM" means assets under management;
iv

·
"Banking Services or Transactions" refers to various activities which the Joint Bookrunners and
Lead Managers and their respective affiliates are engaged in, which may include securities trading,
commercial and investment banking, financial advisory, investment management, principal
investment, hedging, financing and brokerage activities;
·
"Benchmarks Regulation" refers to Regulation (EU) 2016/1011;
·
"Board" refers to the Board of Directors of the Issuer;
·
"C(WUMP)O" refers to the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) of Hong Kong;
·
"CBA" means Cambodia Block A;
·
"CBD" means Central Business District;
·
"CDP" refers to The Central Depository (Pte) Limited;
·
"CEO" means Chief Executive Officer;
·
"Code" means the Singapore Code on Take-overs and Mergers;
·
"Companies Act" refers to the Companies Act, Chapter 50 of Singapore;
·
"Comptroller" means the Comptroller of Income Tax in Singapore;
·
"Constitution" refers to the Constitution of the Issuer;
·
"COVID-19" refers to the outbreak of a novel strain of coronavirus (i.e. Coronavirus Disease 2019
(COVID19));
·
"Depository" means The Central Depository (Pte) Limited;
·
"Distribution Payment Date" refers to [] and [] of each year;
·
"Distribution" refers to a right to receive distribution conferred by the Securities;
·
"DIS" means distribution in specie;
·
"EEA" means the European Economic Area;
·
"ESG" means environment, social and governance;
·
"EURIBOR" means the euro interbank offered rate;
·
"EUWA" means the European Union (Withdrawal) (Act) 2018;
·
"Euro" refers to the currency introduced at the start of the third stage of European economic and
monetary union pursuant to the Treaty on the Functioning of the European Union, as amended;
·
"Exchange Date" means a day falling not less than 60 days after that on which the notice requiring
exchange is given and on which the banks are open for business in the city in which the specified
office of the Registrar is located;
·
"EV" means electric vehicle;
v

·
"Financial Instruments and Exchange Act" refers to the Financial Instruments and Exchange Act
of Japan (Act No. 25 of 1948), as amended;
·
"Floatel" means Floatel International Ltd;
·
"foreign passthru payments" refers to certain payments which a "foreign financial institution"
makes and may be required to withhold on pursuant to certain provisions of the U.S. Internal
Revenue Code of 1986 (commonly known as FACTA);
·
"FRS" means the Singapore Financial Reporting Standard;
·
"FSMA" means the Financial Services and Markets Act 2000;
·
"FY" means financial year;
·
"FY2019" means the financial year of the Group ended 31 December 2019;
·
"FY2020" means the financial year of the Group ended 31 December 2020;
·
"Global Certificate" refers to the global certificate initially representing the Securities;
·
"GRESB" refers to the Global Real Estate Sustainability Benchmark;
·
"Group" means the Issuer and its subsidiaries;
·
"HCMC" means Ho Chi Minh City;
·
"HSE" refers to health, safety and environment;
·
"IDD" refers to Directive (EU) 2016/97;
·
"IFRS" refers to the International Financial Reporting Standards;
·
"IGA" means intergovernmental agreements;
·
"IMD" refers to International Institute for Management Development;
·
"IMDA" means the Infocomm Media Development Authority;
·
"Investor's Currency" refers to the currency conversions if an investor's financial activities are
denominated principally in a currency or currency unit other than the Singapore dollar;
·
"IRAS" means the Inland Revenue Authority of Singapore;
·
"IRD Act" means the Insolvency, Restructuring and Dissolution Act of Singapore;
·
"IRD Bill" means the Insolvency, Restructuring and Dissolution Bill of Singapore;
·
"Issuer" means Keppel Corporation Limited;
·
"ITA" means the Income Tax Act, Chapter 134 of Singapore;
·
"IWMF" means the Tuas Nexus Integrated Waste Management Facility;
vi

·
"Joint Bookrunners and Lead Managers" refers to DBS Bank Ltd., Oversea-Chinese Banking
Corporation Limited and United Overseas Bank Limited;
·
"JV" means joint venture;
·
"Keppel Capital" means Keppel Capital Holdings Pte Ltd;
·
"Keppel Infrastructure" means Keppel Infrastructure Holdings Pte Ltd;
·
"Keppel Land" means Keppel Land Limited;
·
"Keppel Land China" means Keppel Land China Limited;
·
"Keppel O&M" means Keppel Offshore & Marine;
·
"Keppel Renewable" means Keppel Renewable Energy Pte. Ltd.;
·
"Keppel T&T" means Keppel Telecommunication & Transportation Ltd;
·
"Keppel Urban Solutions" means Keppel Urban Solutions Pte. Ltd.;
·
"KIT" means Keppel Infrastructure Trust;
·
"KrisEnergy" means KrisEnergy Ltd;
·
"Kyanite" means Kyanite Investment Holdings Pte Ltd;
·
"Latest Practicable Date" means 3 September 2021;
·
"LIBOR" means the London interbank offered rate;
·
"Market Day" means a day on which the SGX-ST is open for securities trading;
·
"MAS" means the Monetary Authority of Singapore;
·
"Minister" means the Minister for Communications and Information;
·
"MOU" means Memorandum of Understanding;
·
"MTI" means the Ministry of Trade and Industry;
·
"NEM" means the national energy market;
·
"O&M" means offshore & marine;
·
"OEM" means Open Electricity Market;
·
"Offer" refers to the offering of the Securities;
·
"Offering" refers to the offering of the Securities;
·
"OTT" means over-the-top;
·
"per cent." or "%" refer to percentage;
vii

·
"Permira" refers to Permira Holdings Limited;
·
"PIL" means Pacific International Lines Pte Ltd;
·
"PRIIPs Regulation" Regulation (EU) No 1286/2014, as amended;
·
"Proposed SPH Acquisition" refers to the proposed acquisition by Keppel Pegasus Pte. Ltd. of all
the issued and paid-up ordinary shares in the capital of SPH;
·
"Puravankara" means Puravankara Limited;
·
"RCF" means Revolving Credit Facility;
·
"Relevant Accounting Standard" refers to the accounting standards that may replace SFRS(I)s for
the purposes of the consolidated financial statements of the Issuer;
·
"Relevant intermediary" refers to (i) a licensed bank or its wholly-owned subsidiary which
provides nominee services and holds shares in that capacity; (ii) a capital markets services licence
holder which provides custodial services for securities and holds shares in that capacity; and (iii) the
Central Provident Fund Board, in respect of shares purchased on behalf of members of the Central
Provident Fund;
·
"ROE" means Return on Equity;
·
"S$", "$", "SGD" and "Singapore dollars" refer to Singapore dollars;
·
"SC-STS" refers to the Steering Committee for SOR Transition to SORA;
·
"Scheme" refers to a scheme of arrangement;
·
"Securities Act" refers to the U.S. Securities Act of 1933, as amended;
·
"Securityholders" refers to the holders of the Securities;
·
"Securities" refers to the S$[] [] per cent. subordinated perpetual securities;
·
"Sembcorp Marine" means Sembcorp Marine Ltd.;
·
"Sete" means Sete Brasil;
·
"SFA" means the Securities and Futures Act, Chapter 289;
·
"SFEMC" means the Singapore Foreign Exchange Market Committee;
·
"SFO" means the Securities and Futures Ordinance (Cap. 571) of Hong Kong;
·
"SFRS(I) 9" means the Singapore Financial Reporting Standard (International) 9;
·
"SFRS(I)s" means, collectively, the International Financial Reporting Standards as issued by the
International
Accounting
Standards
Board
and
Singapore
Financial
Reporting
Standards
(International);
·
"SGX-ST" means the Singapore Exchange Securities Trading Limited;
·
"SMA" means Separate Managed Accounts;
viii